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United States securities and exchange commission logo
November 23, 2022
Lei Chen
Chief Executive Officer
Pinduoduo Inc.
28/F, No. 533 Loushanguan Road, Changning District
Shanghai, 200051
People's Republic of China
Re: Pinduoduo Inc.
Form 20-F for the
Fiscal Year Ended December 31, 2021
Response dated
October 12, 2022
File No. 001-38591
Dear Lei Chen:
We have reviewed your October 12, 2022 response to our comment
letter and have the
following comments. In some of our comments, we may ask you to provide
us with information
so we may better understand your disclosure.
Please respond to these comments within ten business days by
providing the requested
information or advise us as soon as possible when you will respond. If
you do not believe our
comments apply to your facts and circumstances, please tell us why in
your response.
After reviewing your response to these comments, we may have
additional
comments. Unless we note otherwise, our references to prior comments are
to comments in our
September 15, 2022 letter.
Form 20-F for the Year Ended December 31, 2021
Financial Information Related to Our VIE, page 9
1. We acknowledge your
response to comment 2 and note from your prior response that you
did not present the
WFOE column separately because you determined that Pinduoduo
Inc. is the primary
beneficiary, not the WFOE. While we do not conclude on your
identification of the
primary beneficiary, we believe that, in light of the fact that the
WFOE receives the
returns from the VIE, separate presentation of the WFOE in the
consolidating schedule
would provide investors with meaningful information about the
economic relationship
between the VIE and the WFOE, and the WFOE and its Cayman
Islands parent,
Pinduoduo Inc. Please revise to present the WFOE in a separate column,
and present
intercompany transactions in separate line items.
Lei Chen
Pinduoduo Inc.
November 23, 2022
Page 2
Management's Discussion and Analysis of Financial Condition and Results of
Operations
Results of Operations, page 50
2. We note your response to comment 3 and reissue comment in part. Please
discuss the
impact of pricing changes on your revenues. For example, you present
average
transaction services revenue as a percentage of GMV increased from 0.35%
in 2020 to
0.58% in 2021. Please clarify if the changes in prices attributed to such
an increase.
Item 4. Information on the Company
Business Overview
Regulation, page 62
3. We note your response to comment 1. Please also discuss the regulations
applicable to
you in Hong Kong. Currently, your disclosure discusses the regulations
that affect your
business and operations in China, excluding Hong Kong. Please refer to
Item 4(B)(8) of
Form 20-F.
General
4. We note your response to comment 8. Please confirm that in future filings
you will
disclose that you do not have cash management policies that dictate how
funds are
transferred among the referenced constituents of the company.
You may contact Nasreen Mohammed at 202-551-3773 or Joel Parker at
202-551-3651 if
you have questions regarding comments on the financial statements and related
matters. Please
contact Alyssa Wall at 202-551-8106 or Dietrich King at 202-551-8071 with any
other questions.
Sincerely,
FirstName LastNameLei Chen
Division of
Corporation Finance
Comapany NamePinduoduo Inc.
Office of Trade &
Services
November 23, 2022 Page 2
cc: Yuting Wu
FirstName LastName